UWM Holdings renewed its campaign to derail CrossCountry Mortgage's proposed acquisition of the mortgage REIT Two Harbors Investment Corp. on Monday, accusing the board of ignoring shareholders and refusing to engage with what UWM continues to call a superior offer.
The latest exchange comes one day before a June 23 special meeting at which shareholders are scheduled to vote on CrossCountry's proposed acquisition of Two Harbors. The meeting has already been adjourned three times as UWM continues its effort to block the transaction and advance its own competing bid.
UWM urged shareholders to vote against the CrossCountry deal, arguing that its proposal offers both greater value and more flexibility. Shareholders can begin voting on the agreement now, with a final vote scheduled for tomorrow.
"TWO stockholders have sent a clear message over and over again: they do not support the inferior CCM transaction or the TWO Board's repeated adjournments," UWM said.
UWM's proposal would give shareholders the option to elect $12.50 per share in cash or receive 2.3328 shares of UWM stock for each Two Harbors share. The company argues that structure provides shareholders with both immediate value and the opportunity to participate in future upside.
By comparison, CrossCountry's "best and final" offer would provide shareholders with $12.00 per share in cash.
UWM also pointed to recommendations from proxy advisory firms ISS, Glass Lewis, and Egan-Jones, all of which have recommended shareholders vote against the CrossCountry transaction.
Two Harbors Says UWM Hasn't Delivered
The latest statement follows a sharp rebuttal issued by Two Harbors last week after the company said it had directly engaged with UWM and invited it to submit a revised proposal addressing concerns previously raised by the board.
According to Two Harbors, UWM failed to do so.
"TWO engaged directly with UWMC and asked it to submit any proposal that would address the Board's longstanding concerns. UWMC has not done so," the company said.
Two Harbors said that during a five-day waiver period and the days that followed, UWM did not submit a revised bid, request additional diligence, contact advisers, or take other actions that would typically be expected from a bidder seeking to complete a transaction.
The board continues to unanimously recommend that shareholders vote in favor of the CrossCountry deal.
Stock Consideration Remains A Flashpoint
A central disagreement remains the structure of UWM's proposal.
While UWM has repeatedly emphasized the availability of a $12.50 cash election, Two Harbors has argued that the proposal's default stock component introduces uncertainty for shareholders.
In its most recent defense of the CrossCountry transaction, Two Harbors highlighted UWM's recent stock performance, noting that UWM shares have declined more than 50% since December 2025 and recently closed at an all-time low.
The company argued that shareholders who default into stock consideration under UWM's proposal could receive significantly less value than the headline price, depending on UWM's share price at closing.
UWM dismissed those concerns Monday, arguing that shareholder choice should be viewed as an advantage rather than a drawback and accusing the Two Harbors board of refusing to consider any transaction involving stock consideration.
UWM's stock closed at $2.59 on June 20, well below its 52-week high of $7.14, giving Two Harbors ammunition to argue that UWM's stock-based alternative carries significant risk.
Mortgage Industry's Most Watched M&A Fight
What began as a straightforward acquisition has evolved into one of the mortgage industry's most closely watched merger battles, pitting CrossCountry Mortgage founder and CEO Ron Leonhardt against UWM Chairman and CEO Mat Ishbia in a highly public fight for control of the mortgage REIT.
CrossCountry announced its agreement to acquire Two Harbors in March, but the deal has faced sustained opposition from UWM, which later launched a competing proposal and has since mounted an aggressive proxy campaign aimed at persuading shareholders to reject the transaction.
With most regulatory approvals for the CrossCountry acquisition already secured and shareholders preparing to vote once again Tuesday, the outcome could determine whether the months-long contest finally reaches a conclusion — or whether the battle for Two Harbors enters yet another round.
